2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 89 - Limited Liability Companies
8971 - Dissolution.

                               SUBCHAPTER I
                               DISSOLUTION

     Sec.
     8971.  Dissolution.
     8972.  Judicial dissolution.
     8973.  Winding up.
     8974.  Distribution of assets upon dissolution.
     8975.  Certificate of dissolution.
     8976.  Effect of filing certificate of dissolution.
     8977.  Survival of remedies and rights after dissolution.
     8978.  Dissolution by domestication.
     § 8971.  Dissolution.
        (a)  General rule.--A limited liability company is dissolved
     and its affairs shall be wound up upon the happening of the
     first to occur of the following events:
            (1)  At the time or upon the happening of events
        specified in the certificate of organization.
            (2)  At the time or upon the happening of events
        specified in writing in the operating agreement.
            (3)  Except as otherwise provided in the operating
        agreement, by the unanimous written agreement or consent of
        all members.
            (4)  Except as otherwise provided in writing in the
        operating agreement, upon a member becoming a bankrupt or
        executing an assignment for the benefit of creditors or the
        death, retirement, insanity, resignation, expulsion or
        dissolution of a member or the occurrence of any other event
        that terminates the continued membership of a member in the
        company unless the business of the company is continued by
        the vote or consent of a majority in interest, or such
        greater number as shall be provided in writing in the
        operating agreement, of the remaining members given within
        180 days following such event.
            (5)  Entry of an order of judicial dissolution under
        section 8972 (relating to judicial dissolution).
        (b)  Perpetual existence.--The certificate of organization
     may provide that the company shall have perpetual existence, in
     which case subsection (a)(4) shall not be applicable to the
     company.
     (June 22, 2001, P.L.418, No.34, eff. 60 days)

        Cross References.  Section 8971 is referred to in section
     8903 of this title.